Welcome to the ordinary HMO of OKA. Not very many physical persons, represented here, but we have a few. Most of them, employees of the company. But, first first of all, we are going to make this a registration of the shareholders tenants,
Marit
Yep. And the powers of attorney attorney.
Yep. Let's see. I haven't gotten the updated one with the one person not attending. But Okay. Given that that is only 700 shares, I think we can just use the numbers we have, and then I'll adjust afterwards.
Then I have no. I have it now.
And the numbers are?
Yeah. The numbers are that we have
70,072,433
shares that have met, and that equals to 68.03%. Mhmm. Yep.
Okay.
And we also have some votes that have been given in advance, but that's only a small portion.
Okay. But close to 70% are present at Thank this you, Marit. The next item on the agenda is to elect the chair of the meeting. And my suggestion is that we do the same as last year, and I suggest that Eric Hoegherne takes the the the chair of this meeting. Any other suggestions?
Eric? Then, you will take over after a short while. First of all, we we need to have one person to cosign the cosign the minutes of this meeting. And as, our shareholder, Reyda Stocker, is present here, my suggestion is that we elect Reyda Stocker as a as co signer of of the minutes of the meeting. Is that okay for for you in Thailand as well?
Thank Thank Thank you, Eda,
you,
as well, but but for for for his signature. I can borrow my pen, by the way. First is the approval of the notice for the meeting and the agenda. The agenda the both the notice and the agenda was sent out in due time. Is there any objections to the notice?
If not, that's, then, approved. And any comments or objections to the agenda? Nope. Nope. That's approved.
And then the item four is, the approval of the annual financial statement and the board of directors report. That was, of course, included in the paper sent out in connection with the call for the meeting.
And the proposal is, the general meeting approves the financial statement,
and the Board of Directors report for 2020, including allocation of the loss for the year, no dividend is proposed for the financial year. Any other proposals, comments? Not, that is approved. You should get a hand measure. And then, item five, approval of the company's guidelines for salary and other remuneration for leading persons, which also is a public requirement to disclose.
And the paper on that connection was also included in the call for a meeting. The proposed resolution is as follows: The general meeting approves the company's guidelines for salaries and other remuneration for the company's leading persons. Any other proposal? Any objections? No.
Approved. Item six, advisory board advisory vote on the board's statement on corporate governance. The statement on corporate governance was also included in the annual report. And according to regulation, the general meeting shall have an advisory board on that statement. And the proposed resolution is as follows.
The general meeting endorsed the statement on corporate governance. Any other proposal? Nope. That one's approved. And then, item seven, approval of auditors remuneration.
The general and the proposed resolution is as follows. The general meeting approves the author's renumeration of NOK 1,944,000, whereof NOK 1,200,000.0 relates to the ordinary audit of the annual financial statement of OKA ASA for the financial year of 2020. Any objections to, enumerate the auditors? If not, they got paid, approved. Election of board members.
The following board members, were up for for election. That was, Prisana, Rinola, Nikola, Finn, and LeMonica. The nomination committee proposal for election of board members are in addition to to to those who I'll get back to that. But the the the new and reelected members are proposed are the following. Grieta Moen, new member.
So I've up to make to Mexri. Is that correctly announced? Close enough. We don't hear you. There you are.
I think it's close enough, Eric.
Yes. Correct. Correct. Thank
you. And then, Rune Olapidesen reelected, Nikola Gordon reelected, Finn Hoeghen reelected. The service period is proposed to be two years until the ordinary general meeting in 2023. So the proposed resolution is as follows. The board the general meeting elect the oh, okay.
Letter replacement resolution. Yeah. The the the general meeting, elected these people these persons as, board members. Any objections to that? If not, a new board has been settled.
Item nine, election of new, member of the Nomination Committee. As everyone recall, the Nomination Committee has served with, Sutep as Chair and Radar as Stockcast member, and there have been only two. So the third member has been proposed is Sveare Strandenes. So the board general meeting is invited to elect the following three members for the nomination committee that, SUTEPS as share, Reda is stock member, and Sverre Sundan as as a member. So, any, other proposals?
If not, that is then approved. Changes to the, item 10, changes to the nomination committee's mandate. The board proposed to the general meeting to make a resolution according to the proposal from the Nomination Committee, which is in item four, I have to run down. What is the proposal? Marit?
In item? Yes.
The proposal for for, resolution is that the general meeting approves the revised mandate for the nominations committee.
Okay.
So the changes are only minor corrections. Right.
Any any, objections to the changing of the mandate for the, nomination committee? Nope. If not, it's approved. Item 11, amendment of the company's article o association. There are some small changes in the in the articles.
One is that the election of the about the election and the renumeration of the members of the board and election and the renumeration of members of the nomination committee. The general meeting elects the Chair of Nomination Committee, is now included in the association for the company, and they are elected for two years. The general meeting is invited to approve these revised instructions for the Nomination Committee. Any objections to that?
No.
It is also proposed adjustment Article seven, because of changes in the Public Liability Company Act. The general meeting is invited to decide on the following: Adaption of the annual accounts or the annual report including the question of declaration of dividend the approval of guidelines, for the determination of salaries and other remuneration for leading persons in listed companies, and the other matters which under law of this Article Association pertain to the general meeting.
So the changes in number two.
Changes number two. Yep. So the general meeting adapts to these, changes. No objections? Approved.
Item 12, approval of board and committee remuneration. The Nomination Committee proposed for the Board and the Board Committee remuneration and the Nomination Committee is included in the notice in Appendix three.
I have a resolution text. Yeah. So the proposal is that the general meeting approve the nominations committee proposal for board and board committee remuneration, including the additional remuneration that is specified in the proposal.
Any objections to that? If not, that is also approved. Item 13, the board authorization to issue shares. The following is proposed concerning the long term share incentive program. The following resolution is proposed.
The Board is granted the authorization to increase the share capital by maximum amount of NOK 1,030,054 million in one or more share capital increases through issuance of new shares. The subscription price per share for the 363,400 shares for the company's approved long term incentive program may be fixed at par value. Other conditions may be determined by the Board in connection with the relevant issue under the long term incentive program. The subscription price for other conditions for issuance of other shares shall be determined by the Board in connection with each insurance and will appropriately reflect the prevailing market pricing at that time. The authorization is valid from registration within the Register of Business Enterprises until the Annual Meeting in 2022, however, no longer than until June 1322.
Existing shareholders' preemptive rights to subscribe for and to be allocated shares may be derogated from. The authorization covers share capital increase against contribution in cash as well as share capital increase against contribution in kind and with special subscription terms Reference is Section ten(two) in the Norwegian Public Limited Liability Companies Act. The authorization covers the resolution to merge reference Section thirteen-five of the Norwegian Public Limited Liability Companies Act. The Board shall resolve the necessary amendments to the articles and association in accordance with the capital increase resolved pursuant to this authorization. That was the long and entire resolution, which kind of put the boundaries for the board's use of of this authorization.
Any objections to the proposal? If not, that is also approved. And then, that was that was the last, formal, item on the, agenda. And then we can do you want to close the meeting, Finn? You're welcome.
Alright.
And we can also just note that some, some of the items have received advanced votes, against, only
Can you perhaps refer to the vote against
voting protocol. Oh. Yeah. So for
You should have called out before.
No. It's it's so only on item number five, which was was the approval of the company's guidelines for salary and other remuneration, we have received 568 votes.
Against?
Abstaining and 1,490 against.
Okay. But no other proposal?
No other proposal.
Okay.
And then for item we have some abstaining votes. I'll not note those because they are insignificant in amount. And then for item 12, which was the remuneration of of the board and board committees
Yeah.
We have also received let just let me just check that item too. We have also then received 1,428 votes against. And then for the proxy issue, we have received 12,621 votes against, but all minor and nothing that will affect the outcome in any way. But it will be duly noted in the voting protocol.
Okay.
And then
we have been through the entire agenda for the general meet Thank you. Thank you everyone for attending. And then we can make up the protocol and have Fin and Reda to sign that protocol.
And Reda.
But Reda.
You and
Reda. Hi, Reda. Yeah. That's from
the meeting and Reda.
Alright.
Cool thing.
I thought the Finn was there.
Boss here. But I just opened the meeting.
Then the meeting is adjourned. So and congratulation to new board members. And thank you, Suteb, for for services and then the committee to run together with Redarc to put forward the proposal of excellent new board members. So thank you all. And then the new board will come together for the meeting at 10:00, about half hour.
Alright then.
Then I then I physically go out and stop the drilling and then before we have that meeting.
That that that will be helpful. Just just just out of curiosity is that is it normal that, you know, in normal general meetings that there are very little shareholders actually attend the meeting physicals? Or or or is it because of the COVID situations and then that's why there are not that many, you know, person attending it?
Yes. Before, when we had the meetings two and three years ago, there were, like, 20 people attending. So normally, there's not many attending unless there are I remember in in the in the Northgate ones, we had we had like 300 attending because there was a dispute about board members. But but when when there is a normal, just kind of not not very conflicted issues. But, Finn, you have you're participating a lot of general meetings.
The the
The travel date, it varies very much. But the especially when there are disputed items Several several stock owners meet. But I have I experienced last week from all of the companies that I have the chair. We have this digital, and then yeah. Very many participants.
And then they also made their votes digitally. So that's a possibility, of course. But next year, we don't have this COVID nineteen, so back to ordinary HMs, I think.
Hopefully. Fingers crossed. No COVID. You know? You will be with us for a while.
Yes. Yeah.
You might have.
Okay. Alright.
Alright. Thank you. Thank you. See you guys in a bit in about hours and a half time. Yeah.
Thank you. Goodbye. Thank
you.